Welcome, and thank you for your interest in LUCI Desktop, an AI-empowered technology platform powered by AI-companion software (collectively, the "Service"). LUCI Desktop is owned and sold by Memories.ai Platforms, Inc. ("Memories.ai").
These LUCI Desktop Terms of Service (these "Terms of Service"), and the Order (as defined below) are a legally binding contract between you and Memories.ai regarding your purchase of LUCI Desktop and use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY: BY DOWNLOADING LUCI DESKTOP, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY (TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE, AND YOU SHOULD NOT USE, ANY SERVICE. YOUR USE OF THE SERVICE, AND MEMORIES.AI' PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MEMORIES.AI AND BY YOU TO BE BOUND BY THESE TERMS.
The AI-software companion of the Service is governed by the Terms of Service located at https://memories.ai/legal/terms-of-service and incorporated herein by reference ("Memories.ai Terms"). In the event of conflict between these Terms and the Memories.ai Terms, these Terms would control.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12.2, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MEMORIES.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 12).
1. Service Overview
The Service is a lifelogging, AI-empowered technology platform, intended to help you record and keep memories of the experiences that you encounter. Features of the LUCI Desktop Service include:
- Home Module: Access to task details with text and image feedback, and chat messages with copy, reply, and like/dislike capabilities.
- Memories Module: A meeting overview with screen recording thumbnails, and meeting details featuring voice-to-text transcriptions by speaker and timestamp, alongside summaries and action items.
- Settings & Integrations: Virtual machine management, third-party service connections (e.g., calendar, email), and custom skill file uploads.
- Meetings & Status Display: A desktop widget for voice task triggers via the Fn key, real-time suggested subtitles via a Meeting Coach, pre-meeting reminders, and meeting monitoring that prompts recording when a calendar meeting starts and your microphone is activated.
BY AGREEING TO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND UNDERSTAND THAT RECORDINGS CAPTURED BY LUCI DESKTOP ARE AUTOMATICALLY UPLOADED, BY DEFAULT, TO YOUR MEMORIES.AI ACCOUNT FOR PURPOSES INCLUDING STORAGE, PROCESSING, AND ACCESS TO THE SERVICE.
2. Eligibility
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service, and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms, and you agree to be bound by these Terms.
3. Accounts and Registration
You may sign up for an account with Memories.ai for the Service. When you sign up for an account, you may be required to provide us with some information about yourself, such as your email address. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account and any passwords and user ID's for your account, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at contact@memories.ai.
4. General Payment Terms
In addition to downloading LUCI Desktop, certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable (except as otherwise provided in Section 8.5).
4.1. Price.
Memories.ai reserves the right to determine pricing for the Service. Memories.ai will make reasonable efforts to keep pricing information published on the Service up to date. Memories.ai may change the fees for any feature of the Service, including additional fees or charges, if Memories.ai gives you advance notice of changes before they apply.
4.2. Authorization.
You authorize Memories.ai to charge all sums for the Orders that you make and any level of Service you select as described in these Terms or published by Memories.ai, including all applicable taxes, to the payment method specified in your account.
4.3. Subscription Service.
The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). Your account will be charged automatically on the Subscription Billing Date and periodically thereafter (in accordance with the billing frequency corresponding to the Subscription Service that you have activated) for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account.
4.4. Delinquent Accounts.
Memories.ai may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid.
5. Licenses
5.1. Limited License.
Subject to your complete and ongoing compliance with these Terms, Memories.ai grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any macOS or Windows application or other downloadable application associated with the Service on a device or computer that you own or control; and (b) access and use the Service.
5.2. License Restrictions.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, create derivative works of, or publicly perform the Service; (b) make modifications to or derivative works of the Service or reverse engineer or decompile the Service, or attempt to discern any source code or underlying algorithms, methods or processes within the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism.
6. Prohibited Conduct
BY USING THE SERVICE, YOU AGREE NOT TO:
- (a) use LUCI Desktop or the Service for any illegal purpose or in violation of any local, state, national, or international law;
- (b) use the Service for any purpose not intended by us;
- (c) interfere with security-related features of LUCI Desktop, including by disabling or circumventing features that prevent or limit use, or reverse engineering or otherwise attempting to discover the source code of any portion of the Service;
- (d) interfere with the operation of the Service or any user's enjoyment of the Service, including by: uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; collecting personal information about another user or third party without consent; or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
- (e) perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission.
7. Modification of Terms
We may, from time to time, change these Terms. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. If you do not agree to the modified Terms, then you should discontinue your use of the Service.
8. Term, Termination, and Modification of the Service
8.1. Term.
These Terms are effective beginning when you accept the Terms when you access or download LUCI Desktop, and ending when terminated.
8.2. Termination.
If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Memories.ai may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.
8.3. Effect of Termination.
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) you must pay Memories.ai any unpaid amount that was due prior to termination.
8.4. Modification of the Service.
Memories.ai reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you.
9. Indemnity
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Memories.ai, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms; or (c) your violation of any third-party right through the use of LUCI Desktop, including any intellectual property right or privacy right.
10. Disclaimers; No Warranties by Memories.ai
10.1. THE LUCI DESKTOP APPLICATION AND THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. MEMORIES.AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO LUCI DESKTOP AND THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. MEMORIES.AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.
10.2. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE USE OF LUCI DESKTOP OR THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE LUCI DESKTOP OR ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
11. Limitation of Liability
11.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MEMORIES.AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF LUCI DESKTOP AND THE SERVICE.
11.2. THE AGGREGATE LIABILITY OF THE MEMORIES.AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF LUCI DESKTOP, OR USE OR ANY INABILITY TO ACCESS OR USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MEMORIES.AI FOR USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM, AND (b) US$500.
12. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and Memories.ai in the most expedient and cost effective manner, you and Memories.ai agree that every dispute arising in connection with these Terms, LUCI Desktop, or the Service, will be resolved by binding arbitration. Any arbitration between you and Memories.ai will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules ("AAA Rules") as modified by these Terms. YOU AND MEMORIES.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
13. Miscellaneous
13.1. General Terms.
These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Memories.ai regarding your use of the Service.
13.2. Governing Law.
These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles.
13.3. Privacy Policy.
Please read the Memories.ai Privacy Policy (the "Privacy Policy") carefully for information relating to our collection, use, storage, and disclosure of your personal information.
13.4. Contact Information.
The Service is offered by Memories.ai Platforms, Inc., located at 1209 Orange Street, Wilmington, New Castle, Delaware, 19801. You may contact us by sending correspondence to that address or by emailing us at contact@memories.ai.